{"id":43876,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-invemed-catalyst-fund-lp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-invemed-catalyst-fund-lp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-invemed-catalyst-fund-lp-and.html","title":{"rendered":"Registration Rights Agreement &#8211; Invemed Catalyst Fund LP and World Wrestling Federation Entertainment Inc."},"content":{"rendered":"<pre>\n                          REGISTRATION RIGHTS AGREEMENT\n\n                                 by and between\n\n                           INVEMED CATALYST FUND, L.P.\n\n                                       and\n\n                 WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.\n\n                              Dated August 30, 2001\n\n\n                  REGISTRATION RIGHTS AGREEMENT (the \"AGREEMENT\") dated August\n___, 2001 by and between Invemed Catalyst Fund, L.P., a Delaware limited\npartnership (\"ICF\") and World Wrestling Federation Entertainment, Inc., a\nDelaware corporation (the \"COMPANY\").\n\n                              W I T N E S S E T H :\n\n                  WHEREAS, ICF and Vincent K. McMahon in his capacity as trustee\non behalf of the Vincent K. McMahon Irrevocable Trust (the \"SELLER\") has entered\ninto a Stock Purchase Agreement, dated as of the date hereof (such Stock\nPurchase Agreement, as amended or otherwise modified from time to time, the\n\"PURCHASE AGREEMENT\"), pursuant to which the Seller has sold, and ICF has\npurchased 1,886,793 shares of Class A Common Stock, par value $0.01 per share,\nof the Company (the \"COMMON SHARES\").\n\n                  WHEREAS, in order to induce ICF to enter into the Stock\nPurchase Agreement, the board of directors of the Company has authorized and\napproved the grant by the Company of certain registration rights in respect of\nthe Registrable Securities (as defined below) on the terms and subject to the\nconditions set forth herein.\n\n                  NOW, THEREFORE, in consideration of the premises and of the\nmutual agreements contained herein, and for other good and valuable\nconsideration the receipt and sufficiency of which are hereby acknowledged, and\nintending to be legally bound hereby, the parties hereto agree as follows:\n\n                                   ARTICLE I\n                                   DEFINITIONS\n\n                  As used in this Agreement, the following terms shall have the\nfollowing meanings:\n\n                  \"AFFILIATE\" shall mean (i) with respect to any Person, any\nother Person directly or indirectly controlling or controlled by or under direct\nor indirect common control with such Person, which shall be deemed to include\nfor ICF, any general or limited partner or member of ICF, and (ii) with respect\nto any individual, shall also mean\n\n\n\n                                                                               2\n\nthe spouse, sibling, child, stepchild, grandchild, niece, nephew or parent of\nsuch Person, or the spouse thereof.\n\n                  \"BLACKOUT NOTICE\" shall have the meaning set forth in Section\n2.6.\n\n                  \"BLACKOUT PERIOD\" shall have the meaning set forth in Section\n2.6.\n\n                  \"COMMON SHARES\" shall have the meaning set forth in the\nrecitals hereto.\n\n                  \"COMPANY\" shall have the meaning set forth in the preamble.\n\n                  \"EXCHANGE ACT\" shall mean the Securities Exchange Act of 1934,\nas amended from time to time, and the rules and regulations thereunder, or any\nsuccessor statute.\n\n                  \"HOLDERS\" shall mean the Initial Holder and any of its\nAffiliates (for so long as any such Person remains an Affiliate), for so long as\nthey own any Registrable Securities and such of its respective successors and\npermitted assigns (including any permitted transferees of Registrable\nSecurities) who acquire or are otherwise the transferee of Registrable\nSecurities, directly or indirectly, from such Initial Holder (or any subsequent\nHolder), for so long as such successors and permitted assigns own any\nRegistrable Securities.\n\n                  \"HOLDERS' COUNSEL\" shall mean legal counsel representing the\nHolders of Registrable Securities participating in such registration.\n\n                  \"INCIDENTAL REGISTRATION\" shall mean a registration required\nto be effected by the Company pursuant to Section 2.1.\n\n                  \"INCIDENTAL REGISTRATION STATEMENT\" shall mean a registration\nstatement of the Company which covers the Registrable Securities requested to be\nincluded therein pursuant to the provisions of Section 2.1 and all amendments\nand supplements to such registration statement, including post-effective\namendments, in each case including the Prospectus contained therein, all\nexhibits thereto and all material incorporated by reference (or deemed to be\nincorporated by reference) therein.\n\n                  \"INITIAL HOLDER\" shall mean ICF.\n\n                  \"INSPECTORS\" shall have the meaning set forth in Section\n4.1(g).\n\n                  \"MAJORITY HOLDERS\" shall mean one or more Holders of\nRegistrable Securities who would hold a majority of the Registrable Securities\nthen outstanding.\n\n                  \"MAJORITY HOLDERS OF THE REGISTRATION\" shall mean, with\nrespect to a particular registration, one or more Holders of Registrable\nSecurities who would hold a majority of the Registrable Securities to be\nincluded in such registration.\n\n                  \"NASD\" shall mean the National Association of Securities\nDealers, Inc.\n\n\n\n                                                                               3\n\n                  \"PERSON\" shall mean any individual, firm, partnership,\ncorporation, trust, joint venture, association, joint stock company, limited\nliability company, unincorporated organization or any other entity or\norganization, including a government or agency or political subdivision thereof,\nand shall include any successor (by merger or otherwise) of such entity.\n\n                  \"PROSPECTUS\" shall mean the prospectus included in a\nRegistration statement (including, without limitation, any preliminary\nprospectus and any prospectus that includes any information previously omitted\nfrom a prospectus filed as part of an effective registration statement in\nreliance upon Rule 430A promulgated under the Securities Act), and any such\nProspectus as amended or supplemented by any prospectus supplement, and all\nother amendments and supplements to such Prospectus, including post-effective\namendments, and in each case including all material incorporated by reference\n(or deemed to be incorporated by reference) therein.\n\n                  \"RECORDS\" shall have the meaning set forth in Section 4.1(g).\n\n                  \"REGISTRABLE SECURITIES\" shall mean (i) the Common Shares sold\npursuant to the Purchase Agreement and (ii) any other securities of the Company\n(or any successor or assign of the Company, whether by merger, consolidation,\nsale of assets or otherwise) which may be issued or issuable with respect to, in\nexchange for, or in substitution of, the Registrable Securities referenced in\nclause (i) above by reason of any dividend or stock split, combination of\nshares, merger, consolidation, recapitalization, reclassification,\nreorganization, sale of assets or similar transaction and (iii) any other Common\nShares now owned. As to any particular Registrable Securities, such securities\nshall cease to be Registrable Securities when (A) a registration statement with\nrespect to the sale of such securities shall have been declared effective under\nthe Securities Act and such securities shall have been disposed of in accordance\nwith such registration statement, (B) such securities have been otherwise\ntransferred, a new certificate or other evidence of ownership for them not\nbearing the legend restricting further transfer shall have been delivered by the\nCompany and subsequent public distribution of them shall not require\nregistration under the Securities Act, (C) such securities shall have ceased to\nbe outstanding, or (D) such securities become eligible for sale under Rule\n144(k) without any volume, manner of sale or other restrictions.\n\n                  \"REGISTRATION EXPENSES\" shall mean any and all expenses\nincident to performance of or compliance with this Agreement by the Company and\nits subsidiaries, including, without limitation, (i) all SEC, stock exchange,\nNASD and other registration, listing and filing fees, (ii) all fees and expenses\nincurred in connection with compliance with state securities or blue sky laws\nand compliance with the rules of any stock exchange (including fees and\ndisbursements of counsel in connection with such compliance and the preparation\nof a blue sky memorandum and legal investment survey), (iii) all expenses of any\nPersons retained by the Company in preparing or assisting in preparing, word\nprocessing, printing, distributing, mailing and delivering any Registration\nStatement, any Prospectus, any underwriting agreements, transmittal letters,\nsecurities sales agreements, securities certificates and other documents\nrelating to the\n\n\n\n                                                                               4\n\nperformance of or compliance with this Agreement, (iv) the fees and\ndisbursements of counsel for the Company, (v) the fees and disbursements of all\nindependent public accountants (including the expenses of any audit and\/or \"cold\ncomfort\" letters) and the fees and expenses of other Persons, including experts,\nretained by the Company, (vi) the expenses incurred in connection with making\nroad show presentations and holding meetings with potential investors to\nfacilitate the distribution and sale of Registrable Securities which are\ncustomarily borne by the issuer, (vii) any fees and disbursements of\nunderwriters customarily paid by issuers, and (viii) premiums and other costs of\npolicies of insurance purchased by the Company as designated by the Board of\nDirectors of the Company against liabilities arising out of the public offering\nof the Registrable Securities being registered; provided, however, Registration\nExpenses shall not include discounts and commissions payable to underwriters,\nselling brokers, dealer managers or other similar Persons engaged in the\ndistribution of any of the Registrable Securities or the fees and disbursements\nof Holders' Counsel; and provided, further, that in any case where Registration\nExpenses are not to be borne by the Company, such expenses shall not include\nsalaries of Company personnel or general overhead expenses of the Company,\nauditing fees, premiums or other expenses relating to liability insurance\nrequired by underwriters of the Company or other expenses for the preparation of\nfinancial statements or other data normally prepared by the Company in the\nordinary course of its business or which the Company would have incurred in any\nevent.\n\n                  \"REGISTRATION STATEMENT\" shall mean any registration statement\nof the Company which covers any Registrable Securities and all amendments and\nsupplements to any such Registration Statement, including post-effective\namendments, in each case including the Prospectus contained therein, all\nexhibits thereto and all material incorporated by reference (or deemed to be\nincorporated by reference) therein.\n\n                  \"SEC\" shall mean the Securities and Exchange Commission, or\nany successor agency having jurisdiction to enforce the Securities Act.\n\n                  \"SECURITIES ACT\" shall mean the Securities Act of 1933, as\namended from time to time, and the rules and regulations thereunder, or any\nsuccessor statute.\n\n                  \"SHELF REGISTRATION\" shall have the meaning set forth in\nSection 2.1(a).\n\n                  \"SHELF REGISTRATION PERIOD\" shall have the meaning set forth\nin Section 2.2(b).\n\n                  \"SHELF REGISTRATION STATEMENT\" shall have the meaning set\nforth in Section 2.2(a).\n\n                  \"UNDERWRITERS\" shall mean the underwriters, if any, of the\noffering being registered under the Securities Act.\n\n                  \"UNDERWRITTEN OFFERING\" shall mean a sale of securities of the\nCompany to an Underwriter or Underwriters for reoffering to the public.\n\n\n\n                                                                               5\n\n                                   ARTICLE II\n                      REGISTRATION UNDER THE SECURITIES ACT\n\n                  2.1      INCIDENTAL REGISTRATION.  \n\n                           (a)      RIGHT TO INCLUDE REGISTRABLE SECURITIES.\nCommencing on the date of this Agreement, if the Company, at any time or from\ntime to time, proposes to register any of its equity securities under the\nSecurities Act (other than in a registration on Form S-4 or S-8 or any successor\nform to such forms and other than pursuant to Section 2.1 or 2.3) whether or not\npursuant to registration rights granted to other holders of its securities and\nwhether or not for sale for its own account solely in connection with an\nUnderwritten Offering the Company shall deliver prompt written notice (which\nnotice shall be given at least 15 days prior to such proposed registration) to\nall Holders of Registrable Securities of its intention to undertake such\nregistration, describing in reasonable detail the proposed registration and\ndistribution (including the anticipated range of the proposed offering price,\nthe class and number of securities proposed to be registered and the\ndistribution arrangements) and of such Holders' possible right to participate in\nsuch registration under this Section 2.1 as hereinafter provided. Subject to the\nother provisions of this paragraph (a) and Section 2.1(b), upon the written\nrequest of any Holder made within 10 days after the receipt of such written\nnotice (which request shall specify the amount of Registrable Securities to be\nregistered), the Company shall effect the registration under the Securities Act\nof all Registrable Securities requested by Holders to be so registered (an\n\"Incidental Registration\"), to the extent requisite to permit the disposition of\nthe Registrable Securities so to be registered, by inclusion of such Registrable\nSecurities in the Registration Statement which covers the securities which the\nCompany proposes to register and shall cause such Registration Statement to\nbecome and remain effective with respect to such Registrable Securities in\naccordance with the registration procedures set forth in Section 4. Immediately\nupon notification to the Company from the Underwriter of the price at which such\nsecurities are to be sold, the Company shall so advise each participating\nHolder. The Holders requesting inclusion in an Incidental Registration may, at\nany time prior to the effective date of the Incidental Registration Statement\n(and for any reason), revoke such request by delivering written notice to the\nCompany revoking such requested inclusion.\n\n                  If at any time after giving written notice of its intention to\nregister any securities and prior to the effective date of the Incidental\nRegistration Statement filed in connection with such registration, the Company\nshall determine for any reason not to register or to delay registration of such\nsecurities, the Company may, at its election, give written notice of such\ndetermination to each Holder of Registrable Securities and, thereupon, (A) in\nthe case of a determination not to register, the Company shall be relieved of\nits obligation to register any Registrable Securities in connection with such\nregistration (but not from its obligation to pay the Registration Expenses\nincurred in connection therewith), and (B) in the case of a determination to\ndelay such registration, the Company shall be permitted to delay the\nregistration of such Registrable Securities for the same period as the delay in\nregistering such other securities; provided, however, that if such delay shall\nextend beyond 120 days from the date the Company received a request to include\nRegistrable Securities in such Incidental Registration, then the\n\n\n\n                                                                               6\n\nCompany shall again give all Holders the opportunity to participate therein and\nshall follow the notification procedures set forth in the preceding paragraph.\nThere is no limitation on the number of such Incidental Registrations pursuant\nto this Section 2.1 which the Company is obligated to effect.\n\n                  The registration rights granted pursuant to the provisions of\nthis Section 2.1 shall be in addition to the registration rights granted\npursuant to the other provisions of Section 2 hereof.\n\n                           (b)      PRIORITY IN INCIDENTAL REGISTRATION. If the\nsole or the lead managing Underwriter, as the case may be, of such Underwritten\nOffering shall advise the Company in writing (with a copy to each Holder\nrequesting registration) on or before the date five days prior to the date then\nscheduled for such offering that, in its opinion, the amount of securities\n(including Registrable Securities) requested to be included in such registration\nexceeds the amount which can be sold in such offering without materially\ninterfering with the successful marketing of the securities being offered (such\nwriting to state the basis of such opinion and the approximate number of such\nsecurities which may be included in such offering without such effect), the\nCompany shall include in such registration, to the extent of the number which\nthe Company is so advised may be included in such offering without such effect,\n(A) first, the securities that the Company proposes to register for its own\naccount (except as set forth in the Registration Rights Agreements referenced in\nSCHEDULE A), (B) second, any securities that the Company is required to register\nfor Viacom or NBC or their assignees, under the registration rights agreements\nreferenced in Schedule A, (C) third, any securities to be sold by Vincent K.\nMcMahon, Linda McMahon, and any Affiliate of the Initial Class B Stockholders\n(as defined in the Company's Amended and Restated Certificate of Incorporation),\n(D) fourth, the Registrable Securities requested to be included in such\nregistration by the Holders, allocated pro rata in proportion to the number of\nRegistrable Securities requested to be included in such registration by each of\nthem, and (E) fifth, other securities of the Company to be registered on behalf\nof any other Person; provided, however, that in the event the Company will not,\nby virtue of this Section 2.1(b), include in any such registration all of the\nRegistrable Securities of any Holder requested to be included in such\nregistration, such Holder may, upon written notice to the Company given within\nthree days of the time such Holder first is notified of such matter, reduce the\namount of Registrable Securities it desires to have included in such\nregistration, whereupon only the Registrable Securities, if any, it desires to\nhave included will be so included and the Holders not so reducing shall be\nentitled to a corresponding increase in the amount of Registrable Securities to\nbe included in such registration.\n\n                  2.2      SHELF REGISTRATION STATEMENT.\n\n                           (a)      The Company: (A) shall cause to be filed\nwith the SEC, on or before October 31, 2001, a shelf registration statement (the\n\"SHELF REGISTRATION STATEMENT\") on an appropriate form under the Securities Act,\nrelating solely to the offer and sale of all the Registrable Securities by the\nHolders thereof from time to time in accordance with the methods of distribution\nspecified by the Initial Holder as set forth in the Registration Statement and\nRule 415 under the Securities Act; and (B) shall use its\n\n\n\n                                                                               7\n\nbest efforts to have such Shelf Registration declared effective by the SEC as\nsoon as practicable thereafter, but in no event later than January 31, 2002;\nprovided, however, that no Holder (other than the Initial Holder) shall be\nentitled to have the Registrable Securities held by it covered by such\nRegistration Statement unless such Holder agrees in writing to be bound by all\nthe provisions of this Agreement applicable to such Holder.\n\n                           (b)      The Company shall use its best efforts to\nkeep the Shelf Registration Statement continuously effective, supplemented and\namended in order to permit the Prospectus included therein to be lawfully\ndelivered by the Holders of the Registrable Securities through the date on which\nall of the Registrable Securities covered by such Shelf Registration may be sold\npursuant to Rule 144(k) under the Securities Act (or any successor provision\nhaving similar effect) without any volume, manner of sale or other restrictions,\nor such shorter period that will terminate on the date on which all of the\nRegistrable Securities have been sold pursuant to an effective registration\nstatement (in any such case, such period being called the \"SHELF REGISTRATION\nPERIOD\"); provided, however, that prior to the termination of such Shelf\nRegistration Period, the Company shall first furnish to each Holder of\nRegistrable Securities participating in such Shelf Registration (i) an opinion,\nin form and substance satisfactory to the Majority Holders of the Registration,\nof counsel for the Company satisfactory to the Majority Holders stating that\nsuch Registrable Securities are freely saleable pursuant to Rule 144(k) under\nthe Securities Act (or any successor provision having similar effect) without\nany volume, manner of sale or other restrictions or (ii) a \"No-Action Letter\"\nfrom the staff of the SEC stating that the SEC would not recommend enforcement\naction if the Registrable Securities were sold in a public sale other than\npursuant to an effective registration statement. The Company shall be deemed not\nto have used its best efforts to keep the Registration Statement effective\nduring the Shelf Registration Period if it voluntarily takes any action that\nwould result in Holders of the Registrable Securities covered thereby not being\nable to offer and sell such Registrable Securities during the Shelf Registration\nPeriod, unless such action is required by applicable law.\n\n                           (c)      If at any time the Majority Holders request\nin writing that all or any part of the Registrable Securities covered by the\nShelf Registration Statement be offered by means of a firm commitment\nUnderwritten Offering, the Company shall cause to be filed with the SEC as soon\nas practicable any necessary or appropriate supplement to the Shelf Registration\nStatement in order to effect such Underwritten Offering. In such case, the sole\nor managing Underwriters and any additional investment bankers and managers to\nbe used in connection with such registration shall be selected by the Company,\nsubject to the approval of such Majority Holders (such approval not to be\nunreasonably withheld).\n\n                  2.3      EXPENSES. Except as provided in the immediately\nsucceeding sentence, the Company shall pay all Registration Expenses in\nconnection with any Incidental Registration, or Shelf Registration, whether or\nnot such registration shall become effective and whether or not all Registrable\nSecurities originally requested to be included in such registration are\nwithdrawn or otherwise ultimately not included in such registration. Each Holder\nshall pay (x) all discounts and commissions payable to underwriters, selling\nbrokers, managers or other similar Persons engaged in the\n\n\n\n                                                                               8\n\ndistribution of such Holder's Registrable Securities pursuant to any\nregistration pursuant to this Section 2 (y) all other of its expenses and costs\n(such as fees and expenses of Holder's Counsel) relating to the registration\nand\/or offering other than registration expenses and (z) in connection solely\nwith an Underwritten Offering requested by the Majority Holders pursuant to\nSection 2.2(c), all Registration Expenses incurred in connection with making\nsuch Shelf Registration Statement an Underwritten Offering.\n\n                  2.4      UNDERWRITTEN OFFERINGS.\n\n                           (a)      UNDERWRITTEN OFFERINGS. If requested by the\nsole or lead managing Underwriter for any Underwritten Offering effected\npursuant to an Incidental Registration or the Shelf Registration Statement, the\nCompany shall enter into a customary underwriting agreement with the\nUnderwriters for such offering, such agreement to be reasonably satisfactory in\nsubstance and form to the Company, and to contain such representations and\nwarranties by the Company and such other terms as are customary in agreements of\nthat type, including, without limitation, indemnification and contribution to\nthe effect and to the extent provided in Section 5.\n\n                           (b)      HOLDERS OF REGISTRABLE SECURITIES TO BE\nPARTIES TO UNDERWRITING AGREEMENT. The holders of securities to be distributed\nby Underwriters in an Underwritten Offering contemplated by Section 2.2(a) shall\nbe parties to the underwriting agreement between the Company and such\nUnderwriters and may, at such holders' option, require that any or all of the\nrepresentations and warranties by, and the other agreements on the part of, the\nCompany to and for the benefit of such Underwriters shall also be made to and\nfor the benefit of such holders of securities and that any or all of the\nconditions precedent to the obligations of such Underwriters under such\nunderwriting agreement be conditions precedent to the obligations of such\nholders; provided, however, that the Company shall not be required to make any\nrepresentations or warranties with respect to written information specifically\nprovided by a selling holder for inclusion in the Registration Statement. No\nholder shall be required to make any representations or warranties to, or\nagreements with, the Company or the Underwriters other than representations,\nwarranties or agreements regarding such holder and such holder's securities.\n\n                           (c)      PARTICIPATION IN UNDERWRITTEN REGISTRATION.\nNotwithstanding anything herein to the contrary, no Person may participate in\nany underwritten registration hereunder unless such Person (i) agrees to sell\nits securities on the same terms and conditions provided in any underwriting\narrangements approved by the Persons entitled hereunder to approve such\narrangement and (ii) accurately completes and executes in a timely manner all\nquestionnaires, powers of attorney, indemnities, custody agreements,\nunderwriting agreements and other documents reasonably required under the terms\nof such underwriting arrangements.\n\n                           (d)      LIMITATIONS ON UNDERWRITTEN OFFERINGS. In no\nevent shall the Company be required to effect more than one (1) Underwritten\nOffering pursuant to Section 2.2(c) of this Agreement, provided, however, that\nthe Holders shall be entitled to\n\n\n\n                                                                               9\n\nparticipate in any number of Underwritten Offerings effected pursuant to an\nIncidental Registration.\n\n                  2.5      POSTPONEMENTS. The Company shall be entitled to\nrequire the Holders of Registrable Securities to discontinue the disposition of\ntheir securities covered by a Shelf Registration during any Blackout Period (as\ndefined below) (i) if the board of directors of the Company determines in good\nfaith that effecting such a registration or continuing such disposition at such\ntime would have an adverse effect upon a proposed sale of all (or substantially\nall) of the assets of the Company or a merger, reorganization, recapitalization\nor similar current transaction materially affecting the capital, structure or\nequity ownership of the Company, or (ii) if the Company is in possession of\nmaterial information which the board of directors of the Company determines in\ngood faith is not in the best interests of the Company to disclose in a\nregistration statement at such time or (iii) if the Company gives notice of the\noccurrence of an Underwritten Offering for which the Holders are offered\nincidental registration rights pursuant to Section 2.1 (whether or not they are\nprecluded from selling as a result of Section 2.1(b)), provided, however, that\nthe Company may require the Holders of Registrable Securities to discontinue the\ndisposition of their securities covered by a Shelf Registration only for a\nreasonable period of time not to exceed 90 days (or such earlier time as such\ntransaction is consummated or no longer proposed or the material information has\nbeen made public or 90 days from the completion of the Underwritten Offering)\n(the \"Blackout Period\"). There shall not be more than one Blackout Period in any\n12 month period (other than as a result of Section 2.5(iii), any number of which\ncould occur in any 12 month period).\n\n                  The Company shall promptly notify the Holders in writing (a\n\"BLACKOUT NOTICE\") of any decision to discontinue sales of Registrable\nSecurities covered by a Shelf Registration pursuant to this Section 2.5 and\nshall include an undertaking by the Company to promptly notify the Holders as\nsoon as a sales of Registrable Securities covered by a Shelf Registration may\nresume. In making any such determination to initiate or terminate a Blackout\nPeriod, the Company shall not be required to consult with or obtain the consent\nof any Holder, and any such determination shall be the Company's sole\nresponsibility. Each Holder shall treat all notices received from the Company\npursuant to this Section 2.5 in the strictest confidence and shall not\ndisseminate such information.\n\n                                   ARTICLE III\n                              RESTRICTIONS ON SALE\n\n                  3.1      RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS. The\nCompany agrees that (i) if timely requested in writing by the sole or lead\nmanaging Underwriter in an Underwritten Offering of any Registrable Securities,\nit will not make any short sale of, loan, grant any option for the purchase of\nor effect any public sale or distribution of any of the Company's equity\nsecurities (or any security convertible into or exchangeable or exercisable for\nany of the Company's equity securities) during the nine business days (as such\nterm is used in Rule 10b-6 under the Exchange Act) prior to, and during the time\nperiod reasonably requested by the sole or lead managing Underwriter not to\nexceed 90 days, beginning on the effective date of the applicable Registration\nStatement (except as\n\n\n\n                                                                              10\n\npart of such underwritten registration or pursuant to registrations on Forms S-4\nor S-8 or any successor form to such forms), and (ii) it will cause each officer\nand director of the Company and each Affiliate that holds 5% or more of equity\nsecurities (or any security convertible into or exchangeable or exercisable for\nany of its equity securities) of the Company purchased from the Company at any\ntime after the date of this Agreement (other than in a registered public\noffering) to so agree.\n\n                  3.2      NOTICE BY ICF. ICF agrees to give the Company prior\nwritten notice at least three (3) business days prior to its intention to sell\nany of its Common Shares purchased pursuant to the Purchase Agreement, other\nthan sales, and series of related sales, of 100,000 or less Common Shares in the\nopen market.\n\n                                   ARTICLE IV\n                             REGISTRATION PROCEDURES\n\n                  4.1      OBLIGATIONS OF THE COMPANY. Subject to Section 2.6,\nwhenever the Company is required to effect the registration of Registrable\nSecurities under the Securities Act pursuant to Section 2 of this Agreement, the\nCompany shall, as expeditiously as possible:\n\n                           (a)      prepare and file with the SEC the requisite\nRegistration Statement to effect such registration, which Registration Statement\nshall comply as to form in all material respects with the requirements of the\napplicable form and include all financial statements required by the SEC to be\nfiled therewith, and the Company shall use its best efforts to cause such\nRegistration Statement to become effective (provided, that the Company may\ndiscontinue any registration of its securities that are not Registrable\nSecurities, and, under the circumstances specified in Section 2.2, its\nsecurities that are Registrable Securities); provided, however, that before\nfiling a Registration Statement or Prospectus or any amendments or supplements\nthereto, or comparable statements under securities or blue sky laws of any\njurisdiction, the Company shall (i) provide Holders' Counsel and any other\nInspector (as defined in Section 4.1(g)) with an adequate and appropriate\nopportunity to participate in the preparation of such Registration Statement and\neach Prospectus included therein (and each amendment or supplement thereto or\ncomparable statement) to be filed with the SEC, which documents shall be subject\nto the review and comment of Holders' Counsel, and (ii) not file any such\nRegistration Statement or Prospectus (including any amendment or supplement\nthereto or comparable statement but excluding any filing made under the Exchange\nAct that is incorporated by reference therein) with the SEC to which Holder's\nCounsel, any selling Holder or any other Inspector shall have reasonably\nobjected on the grounds that such filing does not comply in all material\nrespects with the requirements of the Securities Act or of the rules or\nregulations thereunder;\n\n                           (b)      prepare and file with the SEC such\namendments and supplements to such Registration Statement and the Prospectus\nused in connection therewith as may be necessary (i) to keep such Registration\nStatement effective, and (ii) to comply with the provisions of the Securities\nAct with respect to the disposition of all Registrable Securities covered by\nsuch Registration Statement, in each case until such\n\n\n\n                                                                              11\n\ntime as all of such Registrable Securities have been disposed of (but not before\nthe expiration of the 90 day period referred to in Section 4(3) of the\nSecurities Act and Rule 174 thereunder, if applicable);\n\n                           (c)      furnish, without charge, to each selling\nHolder of such Registrable Securities and each Underwriter, if any, of the\nsecurities covered by such Registration Statement, such number of copies of such\nRegistration Statement, each amendment and supplement thereto (in each case\nincluding all exhibits), and the Prospectus included in such Registration\nStatement (including each preliminary Prospectus) in conformity with the\nrequirements of the Securities Act, and other documents, as such selling Holder\nand the Underwriter may reasonably request in order to facilitate the public\nsale or other disposition of the Registrable Securities owned by such selling\nHolder (the Company hereby consenting to the use in accordance with applicable\nlaw of each such Registration Statement or amendment or post-effective amendment\nthereto) and each such Prospectus (or preliminary prospectus or supplement\nthereto) by each such selling Holder of Registrable Securities and the\nunderwriters, if any, in connection with the offering and sale of the\nRegistrable Securities covered by such Registration Statement or Prospectus);\n\n                           (d)      prior to any public offering of Registrable\nSecurities, use its best efforts to register or qualify all Registrable\nSecurities and other securities covered by such Registration Statement under\nsuch other securities or blue sky laws of such jurisdictions as any selling\nHolder of Registrable Securities covered by such Registration Statement or the\nsole or lead managing Underwriter, if any, may reasonably request to enable such\nselling Holder to consummate the disposition in such jurisdictions of the\nRegistrable Securities owned by such selling Holder and to continue such\nregistration or qualification in effect in each such jurisdiction for as long as\nsuch Registration Statement remains in effect (including through new filings or\namendments or renewals), and do any and all other acts and things which may be\nnecessary or advisable to enable any such selling Holder to consummate the\ndisposition in such jurisdictions of the Registrable Securities owned by such\nselling Holder; provided, however, that the Company shall not be required to (i)\nqualify generally to do business in any jurisdiction where it would not\notherwise be required to qualify but for this Section 4.1(d), (ii) subject\nitself to taxation in any such jurisdiction, or (iii) consent to general service\nof process in any such jurisdiction;\n\n                           (e)      use its best efforts to obtain all other\napprovals, consents, exemptions or authorizations from such governmental\nagencies or authorities as may be necessary to enable the selling Holders of\nsuch Registrable Securities to consummate the disposition of such Registrable\nSecurities;\n\n                           (f)      promptly notify Holders' Counsel, each\nHolder of Registrable Securities covered by such Registration Statement and the\nsole or lead managing Underwriter, if any: (i) when the Registration Statement,\nany pre-effective amendment, the Prospectus or any prospectus supplement related\nthereto or post- effective amendment to the Registration Statement has been\nfiled and, with respect to the Registration Statement or any post-effective\namendment, when the same has become\n\n\n\n                                                                              12\n\neffective, (ii) of any request by the SEC or any state securities or blue sky\nauthority for amendments or supplements to the Registration Statement or the\nProspectus related thereto or for additional information, (iii) of the issuance\nby the SEC of any stop order suspending the effectiveness of the Registration\nStatement or the initiation or threat of any proceedings for that purpose, (iv)\nof the receipt by the Company of any notification with respect to the suspension\nof the qualification of any Registrable Securities for sale under the securities\nor blue sky laws of any jurisdiction or the initiation of any proceeding for\nsuch purpose, (v) of the existence of any fact of which the Company becomes\naware or the happening of any event which results in (A) the Registration\nStatement containing an untrue statement of a material fact or omitting to state\na material fact required to be stated therein or necessary to make any\nstatements therein not misleading, or (B) the Prospectus included in such\nRegistration Statement containing an untrue statement of a material fact or\nomitting to state a material fact required to be stated therein or necessary to\nmake any statements therein, in the light of the circumstances under which they\nwere made, not misleading, (vi) if at any time the representations and\nwarranties contemplated by Section 2.5(b) cease to be true and correct in all\nmaterial respects, and (vii) of the Company's reasonable determination that a\npost-effective amendment to a Registration Statement would be appropriate or\nthat there exists circumstances not yet disclosed to the public which make\nfurther sales under such Registration Statement inadvisable pending such\ndisclosure and post-effective amendment; and, if the notification relates to an\nevent described in any of the clauses (ii) through (vii) of this Section 4.1,\nthe Company shall promptly prepare a supplement or post-effective amendment to\nsuch Registration Statement or related Prospectus or any document incorporated\ntherein by reference or file any other required document so that (1) such\nRegistration Statement shall not contain any untrue statement of a material fact\nor omit to state a material fact required to be stated therein or necessary to\nmake the statements therein not misleading, and (2) as thereafter delivered to\nthe purchasers of the Registrable Securities being sold thereunder, such\nProspectus shall not include an untrue statement of a material fact or omit to\nstate a material fact required to be stated therein or necessary to make the\nstatements therein in the light of the circumstances under which they were made\nnot misleading (and shall furnish to each such Holder and each Underwriter, if\nany, a reasonable number of copies of such Prospectus so supplemented or\namended); and if the notification relates to an event described in clause (iii)\nof this Section 4.1(f), the Company shall take all reasonable action required to\nprevent the entry of such stop order or to remove it if entered;\n\n                           (g)      make available for inspection by any selling\nHolder of Registrable Securities any sole or lead managing Underwriter\nparticipating in any disposition pursuant to such Registration Statement,\nHolders' Counsel and any attorney, accountant or other agent retained by any\nsuch seller or any Underwriter (each, an \"INSPECTOR\" and, collectively, the\n\"INSPECTORS\"), all financial and other records, pertinent corporate documents\nand properties of the Company and any subsidiaries thereof as may be in\nexistence at such time (collectively, the \"RECORDS\") as shall be necessary, in\nthe opinion of such Holders' and such Underwriters' respective counsel, to\nenable them to exercise their due diligence responsibility and to conduct a\nreasonable investigation within the meaning of the Securities Act, and cause the\nCompany's and any subsidiaries' officers, directors and employees, and the\nindependent public accountants of the\n\n\n\n                                                                              13\n\nCompany, to supply all information reasonably requested by any such Inspectors\nin connection with such Registration Statement;\n\n                           (h)      obtain an opinion from the Company's counsel\nand a \"cold comfort\" letter from the Company's independent public accountants\nwho have certified the Company's financial statements included or incorporated\nby reference in such Registration Statement, in each case dated the effective\ndate of such Registration Statement (and if such registration involves an\nUnderwritten Offering, dated the date of the closing under the underwriting\nagreement), in customary form and covering such matters as are customarily\ncovered by such opinions and \"cold comfort\" letters delivered to underwriters in\nunderwritten public offerings, which opinion and letter shall be reasonably\nsatisfactory to the sole or lead managing Underwriter, if any, and to the\nMajority Holders, and furnish to each Holder participating in the offering and\nto each Underwriter, if any, a copy of such opinion and letter addressed to such\nHolder (in the case of the opinion) and Underwriter (in the case of the opinion\nand the \"cold comfort\" letter);\n\n                           (i)      provide and cause to be maintained a\ntransfer agent and registrar for all such Registrable Securities covered by such\nRegistration Statement not later than the effectiveness of such Registration\nStatement;\n\n                           (j)      otherwise use its best efforts to comply\nwith all applicable rules and regulations of the SEC and any other governmental\nagency or authority having jurisdiction over the offering, and make available to\nits security holders, as soon as reasonably practicable but no later than 90\ndays after the end of any 12-month period, an earnings statement (i) commencing\nat the end of any month in which Registrable Securities are sold to Underwriters\nin an Underwritten Offering and (ii) commencing with the first day of the\nCompany's calendar month next succeeding each sale of Registrable Securities\nafter the effective date of a Registration Statement, which statement shall\ncover such 12- month periods, in a manner which satisfies the provisions of\nSection 11(a) of the Securities Act and Rule 158 thereunder;\n\n                           (k)      if so requested by the Majority Holders of\nthe Registration, use its best efforts to cause all such Registrable Securities\nto be listed (i) on each national securities exchange on which the Company's\nsecurities are then listed or, (ii) if securities of the Company are not at the\ntime listed on any national securities exchange (or, if the listing of\nRegistrable Securities is not permitted under the rules of each national\nsecurities exchange on which the Company's securities are then listed), on a\nnational securities exchange or The Nasdaq Stock Market's National Market, as\ndesignated by the Majority Holders;\n\n                          (l)       keep each selling Holder of Registrable\nSecurities advised in writing as to the initiation and progress of any\nregistration under Section 2 hereunder;\n\n                           (m)      enter into and perform customary agreements\n(including, if applicable, an underwriting agreement in customary form) and\nprovide officers' certificates and other customary closing documents;\n\n\n\n                                                                              14\n\n                           (n)      cooperate with each selling Holder of\nRegistrable Securities and each Underwriter participating in the disposition of\nsuch Registrable Securities and their respective counsel in connection with any\nfilings required to be made with the NASD and make reasonably available its\nemployees and personnel and otherwise provide reasonable assistance to the\nUnderwriters (taking into account the needs of the Company's businesses and the\nrequirements of the marketing process) in the marketing of Registrable\nSecurities in any Underwritten Offering;\n\n                           (o)      furnish to each Holder participating in the\noffering and the sole or lead managing Underwriter, if any, without charge, at\nleast one manually- signed copy of the Registration Statement and any\npost-effective amendments thereto, including financial statements and schedules,\nall documents incorporated therein by reference and all exhibits (including\nthose deemed to be incorporated by reference);\n\n                           (p)      cooperate with the selling Holders of\nRegistrable Securities and the sole or lead managing Underwriter, if any, to\nfacilitate the timely preparation and delivery of certificates not bearing any\nrestrictive legends representing the Registrable Securities to be sold and cause\nsuch Registrable Securities to be issued in such denominations and registered in\nsuch names in accordance with the underwriting agreement prior to any sale of\nRegistrable Securities to the Underwriters or, if not an Underwritten Offering,\nin accordance with the instructions of the selling Holders of Registrable\nSecurities at least three business days prior to any sale of Registrable\nSecurities;\n\n                           (q)      if requested by the sole or lead managing\nUnderwriter or any selling Holder of Registrable Securities, immediately\nincorporate in a prospectus supplement or post-effective amendment such\ninformation concerning such Holder of Registrable Securities, or the\nUnderwriters or the intended method of distribution as the sole or lead managing\nUnderwriter or the selling Holder of Registrable Securities reasonably requests\nto be included therein and as is appropriate in the reasonable judgment of the\nCompany, including, without limitation, information with respect to the number\nof shares of the Registrable Securities being sold to the Underwriters, the\npurchase price being paid therefor by such Underwriters and with respect to any\nother terms of the Underwritten Offering of the Registrable Securities to be\nsold in such offering; make all required filings of such Prospectus supplement\nor post-effective amendment as soon as notified of the matters to be\nincorporated in such Prospectus supplement or post-effective amendment; and\nsupplement or make amendments to any Registration Statement if requested by the\nsole or lead managing Underwriter of such Registrable Securities; and\n\n                           (r)      use its best efforts to take all other steps\nnecessary to expedite or facilitate the registration and disposition of the\nRegistrable Securities contemplated hereby.\n\n                  4.2      SELLER INFORMATION. The Company may require each\nselling Holder of Registrable Securities as to which any registration is being\neffected to furnish to the Company such information regarding such Holder, such\nHolder's Registrable Securities\n\n\n\n                                                                              15\n\nand such Holder's intended method of disposition as the Company may from time to\ntime reasonably request in writing; provided that such information shall be used\nonly in connection with such registration.\n\n                  If any Registration Statement or comparable statement under\n\"blue sky\" laws refers to any Holder by name or otherwise as the Holder of any\nsecurities of the Company, then such Holder shall have the right to require (i)\nthe insertion therein of language, in form and substance satisfactory to such\nHolder and the Company, to the effect that the holding by such Holder of such\nsecurities is not to be construed as a recommendation by such Holder of the\ninvestment quality of the Company's securities covered thereby and that such\nholding does not imply that such Holder will assist in meeting any future\nfinancial requirements of the Company, and (ii) in the event that such reference\nto such Holder by name or otherwise is not in the judgment of the Company, as\nadvised by counsel, required by the Securities Act or any similar federal\nstatute or any state \"blue sky\" or securities law then in force, the deletion of\nthe reference to such Holder.\n\n                  4.3      NOTICE TO DISCONTINUE. Each Holder of Registrable\nSecurities agrees by acquisition of such Registrable Securities that, upon\nreceipt of any notice from the Company of the happening of any event of the kind\ndescribed in Section 4.1(f)(ii) through (vii), such Holder shall forthwith\ndiscontinue disposition of Registrable Securities pursuant to the Registration\nStatement covering such Registrable Securities until such Holder's receipt of\nthe copies of the supplemented or amended prospectus contemplated by Section\n4.1(f) and, if so directed by the Company, such Holder shall deliver to the\nCompany (at the Company's expense) all copies, other than permanent file copies,\nthen in such Holder's possession of the Prospectus covering such Registrable\nSecurities which is current at the time of receipt of such notice.\n\n                                   ARTICLE V\n                          INDEMNIFICATION; CONTRIBUTION\n\n                  5.1      INDEMNIFICATION BY THE COMPANY. The Company agrees to\nindemnify and hold harmless, to the fullest extent permitted by law, each Holder\nof Registrable Securities, its officers, directors, partners, members,\nshareholders, employees, Affiliates and agents (collectively, \"AGENTS\") and each\nPerson who controls such Holder (within the meaning of the Securities Act) and\nits Agents with respect to each registration which has been effected pursuant to\nthis Agreement, against any and all losses, claims, damages or liabilities,\njoint or several, actions or proceedings (whether commenced or threatened) in\nrespect thereof, and expenses (as incurred or suffered and including, but not\nlimited to, any and all expenses incurred in investigating, preparing or\ndefending any litigation or proceeding, whether commenced or threatened, and the\nreasonable fees, disbursements and other charges of legal counsel) in respect\nthereof (collectively, \"CLAIMS\"), insofar as such Claims arise out of or are\nbased upon any untrue or alleged untrue statement of a material fact contained\nin any Registration Statement or Prospectus (including any preliminary, final or\nsummary prospectus and any amendment or supplement thereto) related to any such\nregistration or any omission or alleged omission to state a material fact\nrequired to be stated therein or necessary to make the statements\n\n\n\n                                                                              16\n\ntherein not misleading, or any violation by the Company of the Securities Act or\nany rule or regulation thereunder applicable to the Company and relating to\naction or inaction required of the Company in connection with any such\nregistration, or any qualification or compliance incident thereto; provided,\nhowever, that the Company will not be liable in any such case to the extent that\nany such Claims arise out of or are based upon any untrue statement or alleged\nuntrue statement of a material fact or omission or alleged omission of a\nmaterial fact so made in reliance upon and in conformity with written\ninformation furnished to the Company in an instrument duly executed by such\nHolder specifically stating that it was expressly for use therein. The Company\nshall also indemnify any Underwriters of the Registrable Securities, their\nAgents and each Person who controls any such Underwriter (within the meaning of\nthe Securities Act) to the same extent as provided above with respect to the\nindemnification of the Holders of Registrable Securities. Such indemnity shall\nremain in full force and effect regardless of any investigation made by or on\nbehalf of any Person who may be entitled to indemnification pursuant to this\nSection 5 and shall survive the transfer of securities by such Holder or\nUnderwriter.\n\n                  5.2      INDEMNIFICATION BY HOLDERS. Each Holder, if\nRegistrable Securities held by it are included in the securities as to which a\nregistration is being effected, agrees to, severally and not jointly, indemnify\nand hold harmless, to the fullest extent permitted by law, the Company, its\ndirectors and officers, each other Person who participates as an Underwriter in\nthe offering or sale of such securities and its Agents and each Person who\ncontrols the Company or any such Underwriter (within the meaning of the\nSecurities Act) and its Agents against any and all Claims, insofar as such\nClaims arise out of or are based upon any untrue or alleged untrue statement of\na material fact contained in any Registration Statement or Prospectus (including\nany preliminary, final or summary prospectus and any amendment or supplement\nthereto) related to such registration, or any omission or alleged omission to\nstate therein a material fact required to be stated therein or necessary to make\nthe statements therein not misleading, to the extent, but only to the extent,\nthat such untrue statement or alleged untrue statement or omission or alleged\nomission was made in reliance upon and in conformity with written information\nfurnished to the Company in an instrument duly executed by such Holder\nspecifically stating that it was expressly for use therein; provided, however,\nthat the aggregate amount which any such Holder shall be required to pay\npursuant to this Section 5.2 shall in no event be greater than the amount of the\nnet proceeds received by such Holder upon the sale of the Registrable Securities\npursuant to the Registration Statement giving rise to such Claims less all\namounts previously paid by such Holder with respect to any such Claims. Such\nindemnity shall remain in full force and effect regardless of any investigation\nmade by or on behalf of such indemnified party and shall survive the transfer of\nsuch securities by such Holder or Underwriter.\n\n                  5.3      CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly\nafter receipt by an indemnified party of notice of any Claim or the commencement\nof any action or proceeding involving a Claim under this Section 5, such\nindemnified party shall, if a claim in respect thereof is to be made against the\nindemnifying party pursuant to Section 5, (i) notify the indemnifying party in\nwriting of the Claim or the commencement of such action or proceeding; provided,\nthat the failure of any indemnified party to\n\n\n\n                                                                              17\n\nprovide such notice shall not relieve the indemnifying party of its obligations\nunder this Section 5, except to the extent the indemnifying party is materially\nand actually prejudiced thereby and shall not relieve the indemnifying party\nfrom any liability which it may have to any indemnified party otherwise than\nunder this Section 5, and (ii) permit such indemnifying party to assume the\ndefense of such claim with counsel reasonably satisfactory to the indemnified\nparty; provided, however, that any indemnified party shall have the right to\nemploy separate counsel and to participate in the defense of such claim, but the\nfees and expenses of such counsel shall be at the expense of such indemnified\nparty unless (A) the indemnifying party has agreed in writing to pay such fees\nand expenses, (B) the indemnifying party shall have failed to assume the defense\nof such claim and employ counsel reasonably satisfactory to such indemnified\nparty within 10 days after receiving notice from such indemnified party that the\nindemnified party believes it has failed to do so, (C) in the reasonable\njudgment of any such indemnified party, based upon advice of counsel, a conflict\nof interest may exist between such indemnified party and the indemnifying party\nwith respect to such claims (in which case, if the indemnified party notifies\nthe indemnifying party in writing that it elects to employ separate counsel at\nthe expense of the indemnifying party, the indemnifying party shall not have the\nright to assume the defense of such claim on behalf of such indemnified party)\nor (D) such indemnified party is a defendant in an action or proceeding which is\nalso brought against the indemnifying party and reasonably shall have concluded\nthat there may be one or more legal defenses available to such indemnified party\nwhich are not available to the indemnifying party. No indemnifying party shall\nbe liable for any settlement of any such claim or action effected without its\nwritten consent, which consent shall not be unreasonably withheld. In addition,\nwithout the consent of the indemnified party (which consent shall not be\nunreasonably withheld), no indemnifying party shall be permitted to consent to\nentry of any judgment with respect to, or to effect the settlement or compromise\nof any pending or threatened action or claim in respect of which indemnification\nor contribution may be sought hereunder (whether or not the indemnified party is\nan actual or potential party to such action or claim), unless such settlement,\ncompromise or judgment (1) includes an unconditional release of the indemnified\nparty from all liability arising out of such action or claim, (2) does not\ninclude a statement as to or an admission of fault, culpability or a failure to\nact, by or on behalf of any indemnified party, and (3) does not provide for any\naction on the part of any party other than the payment of money damages which is\nto be paid in full by the indemnifying party.\n\n                  5.4      CONTRIBUTION. If the indemnification provided for in\nSection 5.1 or 5.2 from the indemnifying party for any reason is unavailable to\n(other than by reason of exceptions provided therein), or is insufficient to\nhold harmless, an indemnified party hereunder in respect of any Claim, then the\nindemnifying party, in lieu of indemnifying such indemnified party, shall\ncontribute to the amount paid or payable by such indemnified party as a result\nof such Claim in such proportion as is appropriate to reflect the relative fault\nof the indemnifying party, on the one hand, and the indemnified party, on the\nother hand, in connection with the actions which resulted in such Claim, as well\nas any other relevant equitable considerations. The relative fault of such\nindemnifying party and indemnified party shall be determined by reference to,\namong other things, whether any action in question, including any untrue or\nalleged untrue statement of a material fact or omission or alleged omission to\nstate a material fact, has been made by, or relates to\n\n\n\n                                                                              18\n\ninformation supplied by, such indemnifying party or indemnified party, and the\nparties' relative intent, knowledge, access to information and opportunity to\ncorrect or prevent such action. If, however, the foregoing allocation is not\npermitted by applicable law, then each indemnifying party shall contribute to\nthe amount paid or payable by such indemnified party in such proportion as is\nappropriate to reflect not only such relative faults but also the relative\nbenefits of the indemnifying party and the indemnified party as well as any\nother relevant equitable considerations.\n\n                  The parties hereto agree that it would not be just and\nequitable if contribution pursuant to this Section 5.4 were determined by pro\nrata allocation or by any other method of allocation which does not take into\naccount the equitable considerations referred to in the immediately preceding\nparagraph. The amount paid or payable by a party as a result of any Claim\nreferred to in the immediately preceding paragraph shall be deemed to include,\nsubject to the limitations set forth in Section 5.3, any legal or other fees,\ncosts or expenses reasonably incurred by such party in connection with any\ninvestigation or proceeding. Notwithstanding anything in this Section 5.4 to the\ncontrary, no indemnifying party (other than the Company) shall be required\npursuant to this Section 5.4 to contribute any amount in excess of the net\nproceeds received by such indemnifying party from the sale of the Registrable\nSecurities pursuant to the Registration Statement giving rise to such Claims,\nless all amounts previously paid by such indemnifying party with respect to such\nClaims. No person guilty of fraudulent misrepresentation (within the meaning of\nSection 11(a) of the Securities Act) shall be entitled to contribution from any\nperson who was not guilty of such fraudulent misrepresentation.\n\n                  5.5      OTHER INDEMNIFICATION. Indemnification similar to\nthat specified in the preceding Sections 5.1 and 5.2 (with appropriate\nmodifications) shall be given by the Company and each selling Holder of\nRegistrable Securities with respect to any required registration or other\nqualification of securities under any Federal or state law or regulation of any\ngovernmental authority, other than the Securities Act. The indemnity agreements\ncontained herein shall be in addition to any other rights to indemnification or\ncontribution which any indemnified party may have pursuant to law or contract.\n\n                  5.6      INDEMNIFICATION PAYMENTS. The indemnification and\ncontribution required by this Section 5 shall be made by periodic payments of\nthe amount thereof during the course of any investigation or defense, as and\nwhen bills are received or any expense, loss, damage or liability is incurred.\n\n                                   ARTICLE VI\n                                     GENERAL\n\n                  6.1      ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The\nCompany agrees that it shall not effect or permit to occur any combination or\nsubdivision of shares which would materially adversely affect the ability of the\nHolder of any Registrable Securities to include such Registrable Securities in\nany registration contemplated by this Agreement or the marketability of such\nRegistrable Securities in any such registration.\n\n\n\n                                                                              19\n\n                  6.2      REGISTRATION RIGHTS TO OTHERS. Other than as set\nforth on Schedule A attached hereto, the Company is not party to any agreement\nwith respect to its securities granting any registration rights to any Person.\nIf the Company shall at any time hereafter provide to any holder of any\nsecurities of the Company rights with respect to the registration of such\nsecurities under the Securities Act, such rights shall not be in conflict with\nor adversely affect any of the rights provided in this Agreement to the Holders.\n\n                  6.3      AVAILABILITY OF INFORMATION. The Company covenants\nthat it shall timely file any reports required to be filed by it under the\nSecurities Act or the Exchange Act (including, but not limited to, the reports\nunder Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)\nof Rule 144 under the Securities Act), and that it shall take such further\naction as any Holder of Registrable Securities may reasonably request, all to\nthe extent required from time to time to enable such Holder to sell Registrable\nSecurities without registration under the Securities Act within the limitation\nof the exemptions provided by (i) Rule 144 under the Securities Act, as such\nrule may be amended from time to time, or (ii) any other rule or regulation now\nexisting or hereafter adopted by the SEC. Upon the request of any Holder of\nRegistrable Securities, the Company shall deliver to such Holder a written\nstatement as to whether it has complied with such requirements.\n\n                  6.4      AMENDMENTS AND WAIVERS. The provisions of this\nAgreement may not be amended, modified, supplemented or terminated, and waivers\nor consents to departures from the provisions hereof may not be given, without\nthe written consent of the Company and the Holders holding more than 50% of the\nRegistrable Securities then outstanding; provided, however, that no such\namendment, modification, supplement, waiver or consent to departure shall reduce\nthe aforesaid percentage of Registrable Securities without the written consent\nof all of the Holders of Registrable Securities; and provided, further, that\nnothing herein shall prohibit any amendment, modification, supplement,\ntermination, waiver or consent to departure the effect of which is limited only\nto those Holders who have agreed to such amendment, modification, supplement,\ntermination, waiver or consent to departure.\n\n                  6.5      NOTICES. All notices and other communications\nprovided for or permitted hereunder shall be made in writing by hand delivery,\ntelecopier, any courier guaranteeing overnight delivery or first class\nregistered or certified mail, return receipt requested, postage prepaid,\naddressed to the applicable party at the address set forth below or such other\naddress as may hereafter be designated in writing by such party to the other\nparties in accordance with the provisions of this Section:\n\n                           If to the Company, to:\n\n                           World Wrestling Federation Entertainment, Inc.\n                           1241 East Main Street\n                           P.O. Box 3857\n                           Stamford, CT  06902\n                           Attn: Edward L. Kaufman\n\n\n\n                                                                              20\n\n                           Telecopy: 203-353-0236\n                           Telephone: 203-352-8786\n\n                           With a copy to:\n\n                           Kirkpatrick &amp; Lockhart LLP\n                           Henry W. Oliver Building\n                           535 Smithfield Street\n                           Pittsburgh, PA  15222-2312\n                           Attn: Michael C. McLean\n                           Telecopy: 412-355-6501\n                           Telephone: 412-355-6720\n\n                           If to the Initial Holder, to:\n\n                           Invemed Catalyst Fund, L.P.\n                           375 Park Avenue\n                           New York, NY  10152\n                           Attn:  Suzanne Present\n                           Telecopy: 212-421-2523\n                           Telephone: 212-421-2500\n\n                           With a copy to:\n\n                           Paul, Weiss, Rifkind, Wharton &amp; Garrison\n                           1285 Avenue of the Americas\n                           New York, New York 10019-6064\n                           Attn: Douglas A. Cifu, Esq.\n                           Telecopy: 212-492-0436\n                           Telephone: 212-373-3436\n\n                  If to any subsequent Holder, to the address of such Person set\nforth in the records of the Company.\n\n                  All such notices and communications shall be deemed to have\nbeen duly given: at the time delivered by hand, if personally delivered; when\nreceipt is acknowledged, if telecopied; on the next business day, if timely\ndelivered to a courier guaranteeing overnight delivery; and five days after\nbeing deposited in the mail, if sent first class or certified mail, return\nreceipt requested, postage prepaid.\n\n                  6.6      SUCCESSORS AND ASSIGNS. This Agreement shall inure to\nthe benefit of and be binding upon the parties hereto and other Holders.\n\n                  6.7      COUNTERPARTS. This Agreement may be executed in two\nor more counterparts, each of which, when so executed and delivered, shall be\ndeemed to be an original, but all of which counterparts, taken together, shall\nconstitute one and the same instrument.\n\n\n\n                                                                              21\n\n                  6.8      DESCRIPTIVE HEADINGS, ETC. The headings in this\nAgreement are for convenience of reference only and shall not limit or otherwise\naffect the meaning of terms contained herein. Unless the context of this\nAgreement otherwise requires: (1) words of any gender shall be deemed to include\neach other gender; (2) words using the singular or plural number shall also\ninclude the plural or singular number, respectively; (3) the words \"hereof',\n\"herein\" and \"hereunder\" and words of similar import when used in this Agreement\nshall refer to this Agreement as a whole and not to any particular provision of\nthis Agreement, and Section and paragraph references are to the Sections and\nparagraphs of this Agreement unless otherwise specified; (4) the word\n\"including\" and words of similar import when used in this Agreement shall mean\n\"including, without limitation,\" unless otherwise specified; (5) \"or\" is not\nexclusive; and (6) provisions apply to successive events and transactions.\n\n                  6.9      SEVERABILITY. In the event that any one or more of\nthe provisions, paragraphs, words, clauses, phrases or sentences contained\nherein, or the application thereof in any circumstances, is held invalid,\nillegal or unenforceable in any respect for any reason, the validity, legality\nand enforceability of any such provision, paragraph, word, clause, phrase or\nsentence in every other respect and of the other remaining provisions,\nparagraphs, words, clauses, phrases or sentences hereof shall not be in any way\nimpaired, it being intended that all rights, powers and privileges of the\nparties hereto shall be enforceable to the fullest extent permitted by law.\n\n                  6.10     GOVERNING LAW. This Agreement shall be governed by,\nand construed in accordance with, the laws of the State of New York (without\ngiving effect to the conflict of laws principles thereof).\n\n                  6.11     REMEDIES; SPECIFIC PERFORMANCE. The parties hereto\nacknowledge that money damages would not be an adequate remedy at law if any\nparty fails to perform in any material respect any of its obligations hereunder,\nand accordingly agree that each party, in addition to any other remedy to which\nit may be entitled at law or in equity, shall be entitled to seek to compel\nspecific performance of the obligations of any other party under this Agreement,\nwithout the posting of any bond, in accordance with the terms and conditions of\nthis Agreement in any court of the United States or any State thereof having\njurisdiction, and if any action should be brought in equity to enforce any of\nthe provisions of this Agreement, none of the parties hereto shall raise the\ndefense that there is an adequate remedy at law. Except as otherwise provided by\nlaw, a delay or omission by a party hereto in exercising any right or remedy\naccruing upon any such breach shall not impair the right or remedy or constitute\na waiver of or acquiescence in any such breach. No remedy shall be exclusive of\nany other remedy. All available remedies shall be cumulative.\n\n                  6.12     ENTIRE AGREEMENT. This Agreement and the Purchase\nAgreement are intended by the parties as a final expression of their agreement\nand intended to be a complete and exclusive statement of the agreement and\nunderstanding of the parties hereto in respect of the subject matter contained\nherein. There are no restrictions, promises, representations, warranties,\ncovenants or undertakings relating to such subject matter, other than those set\nforth or referred to herein or in the Purchase Agreement. This\n\n\n\n                                                                              22\n\nAgreement and the Purchase Agreement supersede all prior agreements and\nunderstandings between the Company and the other parties to this Agreement with\nrespect to such subject matter.\n\n                  6.13     NOMINEES FOR BENEFICIAL OWNERS. In the event that any\nRegistrable Securities are held by a nominee for the beneficial owner thereof,\nthe beneficial owner thereof may, at its election in writing delivered to the\nCompany, be treated as the holder of such Registrable Securities for purposes of\nany request or other action by any holder or holders of Registrable Securities\npursuant to this Agreement or any determination of any number or percentage of\nshares of Registrable Securities held by any holder or holders of Registrable\nSecurities contemplated by this Agreement. If the beneficial owner of any\nRegistrable Securities so elects, the Company may require assurances reasonably\nsatisfactory to it of such owner's beneficial ownership of such Registrable\nSecurities.\n\n                  6.14     CONSENT TO JURISDICTION; WAIVER OF JURY. Each party\nto this Agreement hereby irrevocably and unconditionally agrees that any legal\naction, suit or proceeding arising out of or relating to this Agreement or any\nagreements or transactions contemplated hereby may be brought in any federal\ncourt of the Southern District of New York or any state court located in New\nYork County, State of New York, and hereby irrevocably and unconditionally\nexpressly submits to the personal jurisdiction and venue of such courts for the\npurposes thereof and hereby irrevocably and unconditionally waives any claim (by\nway of motion, as a defense or otherwise) of improper venue, that it is not\nsubject personally to the jurisdiction of such court, that such courts are an\ninconvenient forum or that this Agreement or the subject matter may not be\nenforced in or by such court. Each party hereby irrevocably and unconditionally\nconsents to the service of process of any of the aforementioned courts in any\nsuch action, suit or proceeding by the mailing of copies thereof by registered\nor certified mail, postage prepaid, to the address set forth or provided for in\nSection 6.5 of this Agreement, such service to become effective 10 days after\nsuch mailing. Nothing herein contained shall be deemed to affect the right of\nany party to serve process in any manner permitted by law or commence legal\nproceedings or otherwise proceed against any other party in any other\njurisdiction to enforce judgments obtained in any action, suit or proceeding\nbrought pursuant to this Section. Each of the parties hereby irrevocably waives\ntrial by jury in any action, suit or proceeding, whether at law or equity,\nbrought by any of them in connection with this Agreement or the transactions\ncontemplated hereby.\n\n                  6.15     FURTHER ASSURANCES. Each party hereto shall do and\nperform or cause to be done and performed all such further acts and things and\nshall execute and deliver all such other agreements, certificates, instruments\nand documents as any other party hereto reasonably may request in order to carry\nout the intent and accomplish the purposes of this Agreement and the\nconsummation of the transactions contemplated hereby.\n\n                  6.16     NO INCONSISTENT AGREEMENTS. The Company will not\nhereafter enter into any agreement which is inconsistent with the rights granted\nto the Holders in this Agreement.\n\n\n\n                                                                              23\n\n                  6.17     CONSTRUCTION. The Company and the Holders acknowledge\nthat each of them has had the benefit of legal counsel of its own choice and has\nbeen afforded an opportunity to review this Agreement with its legal counsel and\nthat this Agreement shall be construed as if jointly drafted by the Company and\nthe Holders.\n\n                  IN WITNESS WHEREOF, the parties hereto have caused this\nAgreement to be duly executed as of the date first written above.\n\n\n                                   INVEMED CATALYST FUND, L.P.\n\n                                   By:  Invemed Catalyst GenPar, LLC,\n                                        its general partner\n\n                                        By:  Gladwyne Catalyst GenPar, LLC,\n                                             its managing member\n\n                                        \/s\/ Suzanne Present\n                                        ---------------------------------------\n                                        Name:   Suzanne Present\n                                        Title:  Member\n\n\n                                   WORLD WRESTLING FEDERATION\n                                   ENTERTAINMENT, INC.\n\n\n                                   By: \/s\/ Edward L. Kaufman\n                                       ----------------------------------------\n                                       Name:    Edward L. Kaufman\n                                       Title:   Senior Vice President, General\n                                                Counsel and Secretary\n\n\n\n                                                                      Schedule A\n\n\n\n                Other Registration Rights Granted by the Company\n\n                             NBC-WWFE HOLDING, INC.\n\n                                  VIACOM, INC.\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\nARTICLE I DEFINITIONS..........................................................1\n\nARTICLE II REGISTRATION UNDER THE SECURITIES ACT...............................5\n         2.1      Incidental Registration......................................5\n         2.2      Shelf Registration Statement.................................6\n         2.3      Expenses.....................................................7\n         2.4      Underwritten Offerings.......................................8\n         2.5      Postponements................................................9\n\nARTICLE III RESTRICTIONS ON SALE...............................................9\n         3.1      Restrictions on Sale by the Company and Others...............9\n         3.2      Notice by ICF...............................................10\n\nARTICLE IV REGISTRATION PROCEDURES............................................10\n         4.1      Obligations of the Company..................................10\n         4.2      Seller Information..........................................14\n         4.3      Notice to Discontinue.......................................15\n\nARTICLE V INDEMNIFICATION; CONTRIBUTION.......................................15\n         5.1      Indemnification by the Company..............................15\n         5.2      Indemnification by Holders..................................16\n         5.3      Conduct of Indemnification Proceedings......................16\n         5.4      Contribution................................................17\n         5.5      Other Indemnification.......................................18\n         5.6      Indemnification Payments....................................18\n\nARTICLE VI GENERAL 18\n         6.1      Adjustments Affecting Registrable Securities................18\n         6.2      Registration Rights to Others...............................19\n         6.3      Availability of Information.................................19\n         6.4      Amendments and Waivers......................................19\n         6.5      Notices.....................................................19\n         6.6      Successors and Assigns......................................20\n         6.7      Counterparts................................................20\n         6.8      Descriptive Headings, Etc...................................21\n         6.9      Severability................................................21\n         6.10     Governing Law...............................................21\n         6.11     Remedies; Specific Performance..............................21\n         6.12     Entire Agreement............................................21\n         6.13     Nominees for Beneficial Owners..............................22\n         6.14     Consent to Jurisdiction; Waiver of Jury.....................22\n         6.15     Further Assurances..........................................22\n         6.16     No Inconsistent Agreements..................................22\n         6.17     Construction................................................23\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9360],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9632,9629],"class_list":["post-43876","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43876","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43876"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43876"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43876"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43876"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}